Attached files
| file | filename |
|---|---|
| EX-2.1 - SHARE PURCHASE AGREEMENT - GSE SYSTEMS INC | exh2-1_spa.htm |
| EX-2.2 - CONTRACT - GSE SYSTEMS INC | exh2-2_contract.htm |
| EX-2.3 - PRESS RELEASE - GSE SYSTEMS ACQUIRES TAS HOLDINGS LIMITED - GSE SYSTEMS INC | exh2-3_pressrelease.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported) April 26, 2010
GSE SYSTEMS,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-14785
|
52-1868008
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
incorporation)
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Identification
No.)
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1332 Londontown Blvd., Suite
200, Sykesville, MD 21784
(Address
of principal executive office and zip code)
(410)
970-7800
Registrant's
telephone number, including area code
Check the appropriate box below if
the Form 8-K filing is intended to
simultaneously satisfy the filing obligation or the registrant under
any of the following provisions (see General Instructions A.2
below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d - 2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e - 4 (c))
Item
2.01 Completion of Acquisition or Disposition of Assets
On April
26, 2010 (the “Closing Date”), the Company completed the acquisition of TAS
Holdings Ltd. (“TAS”). TAS, located in Stockton-on-Tees in the UK,
provides engineering consulting, specializing in electrical system design,
instrumentation and controls engineering and automation
engineering. TAS also engages in the computer modeling of major
electrical distribution systems containing variable sources of electric
generation operating at different utilization voltages. The majority of TAS’s
customers reside in the petroleum refining, oil and gas, chemical and
petrochemical industries.
Under the terms of the Share Purchase
Agreement, GSE Systems, Ltd, the Company’s wholly-owned UK subsidiary, acquired
all of the outstanding common stock of TAS from John Maplesden (TAS’s general
manager and director), Anthony Maplesden and John Easton (TAS’s electrical
engineering manager) (collectively referred to as, the “TAS
Shareholders”).
The
purchase price for the common stock of TAS is equal to (i) the Consolidated Net
Asset Value of TAS as of March 31, 2010, approximately $592,000, and (ii) four
times the adjusted consolidated pre-tax income of TAS for the year ended
September 30, 2009, approximately $1.7 million (the “Adjusted Profit
Consideration”), for a total of approximately $2.3 million. The
TAS financial statements for the year ended September 30, 2009 will be audited
by a UK chartered accounting firm within 71 days of closing.
Approximately
$500,000 of the Consolidated Net Asset Value was paid on the Closing
Date and the remaining $92,000 of the Consolidated Net Asset Value will be paid
when the March 31, 2010 TAS balance sheet has been agreed to by the
parties, which is expected to take place not later than September 30,
2010.
On the
Closing Date, the TAS Shareholders were entitled to receive approximately
$689,000 (40% of the Adjusted Profit Consideration) payable in GSE common
stock. Based upon the formula agreed to by the parties, the TAS
Shareholders will receive an aggregate of 122,617 shares of GSE common
stock.
On the
first anniversary of the Closing Date, the TAS Shareholders are entitled to
receive approximately $517,000 (30% of the Adjusted Profit Consideration) (the
“First Payment”). At the option of GSE, the First Payment will be
made either (a) 100% in cash or (b) 50% in cash and 50% in GSE Systems, Inc.
common stock. The value of the GSE common stock will be based upon
the weighted average of the closing prices of the common stock on the NYSE Amex
stock exchange for the five-trading day period ending two-trading days prior to
the first anniversary of the Closing Date. If net profit before
taxes of TAS for the nine month period ending December 31, 2010 is less than
$322,894, the First Payment will be reduced by an amount equal to four times the
difference between (i) $322,894 and (ii) the actual net profit before taxes of
TAS for the nine-month period ending December 31, 2010.
On the
second anniversary of the Closing Date, the TAS Shareholders are entitled to
receive approximately $517,000 (30% of the Adjusted Profit Consideration) (the
“Second Payment”). At the option of GSE, the Second Payment will be
made either (a) 100% in cash or (b) 50% in cash and 50% in GSE Systems, Inc.
common stock. The value of the GSE common stock will be based upon
the weighted average of the closing prices of the common stock on the NYSE Amex
stock exchange for the five-trading day period ending two-trading days prior to
the second anniversary of the Closing Date.
On the
Closing Date, TAS entered into a sale and leaseback agreement with the TAS
Shareholders. Under the terms of the agreement, the TAS
Shareholders purchased the building occupied by TAS for approximately $377,000
in cash, which was paid on the Closing Date, and TAS entered into a five-year
lease for approximately $31,000 per year, payable in equal monthly
installments. TAS may terminate the lease after April 26, 2013 upon
six months’ written notice.
The summary of the transaction
described above is qualified by reference to the Share Purchase Agreement dated
April 26, 2010, Contract for the Sale and Leaseback of Land and Buildings at
37-39 Norton Road, Stockton-on-Tees, dated April 26, 2010, which are attached as
exhibits hereto and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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The audited financial statements of
TAS Holdings Ltd. will be filed by an amendment to this Form 8-K prior to July
10, 2010.
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(b)
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Pro
Forma Financial Information
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The pro forma financial statements of
GSE Systems, Inc. reflecting the acquisition of TAS Holdings Ltd. will be filed
by an amendment to this form 8-K prior to July 10, 2010.
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(c)
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Exhibits.
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2.1
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Share
Purchase Agreement relating to TAS Holdings, Ltd. dated April 26, 2010, by
and between John Maplesden, Anthony Maplesden, and John Easton and GSE
Systems, Ltd and GSE Systems, Inc., filed herewith.
|
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2.2
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Contract
for the Sale and Leaseback of Land and Buildings at 37-39 Norton Road,
Stockton-on-Tees TS18 2BU between TAS Holdings Ltd. and John Maplesden,
Anthony Maplesden and John Easton, dated April 26, 2010, filed
herewith.
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2.3
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Press
release regarding the signing of the Share Purchase Agreement dated April
26, 2010, by and between John Maplesden, Anthony Maplesden, and John
Easton and GSE Systems, Ltd and GSE Systems, Inc., filed
herewith.
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SIGNATURES
Pursuant to
the requirements of
the Securities Exchange Act
of 1934, the registrant has
duly caused this report to
be signed on its behalf by the undersigned
hereunto duly authorized.
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GSE
SYSTEMS, INC.
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Date: April
30, 2010
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/s/ Jeffery G.
Hough
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Jeffery
G. Hough
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Senior
Vice President and CFO
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